Todd Benning
About Todd S. Benning
Todd S. Benning (age 64) is an independent Class II director at Univest Financial Corporation (UVSP), serving since 2016 and currently chairs the Board’s Audit Committee; he is designated an “audit committee financial expert.” He is a Principal at DunlapSLK, PC and previously a founding stockholder of Dunlap & Associates, PC, bringing 40+ years of public accounting experience and extensive bank board and committee service from Fox Chase Bancorp prior to its acquisition by UVSP in 2016 . The Board determined all directors other than the CEO are independent, and the Board and its committees reported at least 75% attendance for all directors in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Chase Bancorp, Inc. (NASDAQ: FXCB) | Director | 2005–2016 | Served on Audit, Finance, Nominating & Governance, and Compensation Committees; UVSP acquired FXCB in 2016 . |
| Dunlap & Associates, PC | Founding stockholder; Director of Taxation | Not disclosed | Built accounting and tax expertise; foundation for audit committee financial expert credentials . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DunlapSLK, PC | Principal (Accounting Services) | Current | Full-service CPA firm; Benning’s operating role underscores accounting and governance expertise . |
Board Governance
- Independence and attendance: All directors except the CEO are independent; all directors attended at least 75% of Board/committee meetings in 2024; the Board met eight times in 2024 .
- Committee assignments (current):
- Audit Committee: Chair (Benning); the committee met five times in 2024; all members independent; Benning, Connor, and Petro are audit committee financial experts .
- Bank subsidiary committees: Trust Committee member (Univest Bank & Trust Co.) .
- Board leadership and independent oversight: The CEO is also Chair; the Board appoints a Lead Independent Director (Joseph P. Beebe) and holds independent director executive sessions after each Board meeting and at least twice annually .
- Auditor oversight: Audit Committee oversees auditor selection and independence; KPMG 2024 audit fees were $1,182,447 (no tax/other fees) .
- Related-party framework: Ordinary-course loans/deposits with directors are permitted under Regulation O and do not impair independence determinations; total loans to officers/directors/affiliates were 0.01% of UVSP shareholders’ equity as of 12/31/2024; Audit Committee must approve/ratify related-party transactions .
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Equity (RSUs grant-date $) | Total |
|---|---|---|---|
| 2024 | $59,100 | $37,510 | $96,610 |
Director compensation structure (2024):
- Annual cash retainer: $40,000
- Annual equity: RSUs equivalent to $37,500 (granted Jan 31, 2024 at $21.24 close)
- Committee chair retainers: Audit $8,500; Compensation $8,500; Nominating & Governance $8,500; Enterprise-Wide Risk Management $8,500; Independent Directors Committee $20,000; CRA and Trust $4,500
- Committee retainers (member): Executive $11,000; Audit/Comp/N&G/EWRM/CRA/Trust $6,000 each
Notes:
- Benning’s 2024 cash fees reflect chair and committee roles; UVSP uses retainers (not per-meeting fees) for directors .
Performance Compensation (Director)
- Performance-based pay: None disclosed for non-employee directors; annual director equity is service-based RSUs (not tied to performance metrics) .
- Hedging/pledging prohibited; no dividends on unvested awards (dividend equivalents accrue and pay when units vest) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates | Committee Roles |
|---|---|---|---|---|
| Fox Chase Bancorp, Inc. (NASDAQ: FXCB) | Public (acquired) | Director | 2005–2016 | Audit, Finance, Nominating & Governance, Compensation . |
No other current public company directorships disclosed in the latest proxy .
Expertise & Qualifications
- Audit committee financial expert; extensive public accounting background and small company governance expertise .
- Education: Master of Taxation, Villanova University; undergraduate degrees in Accounting and Business Administration, Geneva College .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 14,361 shares (less than 1%) as of Feb 7, 2025; “no securities are pledged” . |
| Unvested director RSUs outstanding (12/31/2024) | 3,056 RSUs (per-director count; exceptions noted do not include Benning) . |
| Director ownership guideline | Non-employee directors must own 10,000 shares within 5 years; all directors with ≥5 years of service are in compliance (Benning appointed 2016) . |
| Hedging/pledging | Prohibited by Insider Trading Policy; no pledging allowed . |
Shareholder Support Signals (Voting Results)
| Election Cycle | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2019 (Class II) | 21,506,510 | 145,614 | 3,384,499 |
| 2022 (Class II) | 23,195,970 | 266,593 | 2,188,631 |
| 2025 (Class II) | 23,312,037 | 457,726 | 1,717,402 |
Additional shareholder sentiment:
- 2024 Say-on-Pay support: 97% of votes cast in favor (reflects broad support for pay program and board oversight) .
- 2025 Say-on-Pay (advisory) and KPMG ratification passed; detailed vote counts disclosed .
Governance Assessment
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Strengths
- Independent Audit Chair with CPA background and “financial expert” designation enhances financial reporting oversight; Audit Committee independence and activity are robust (five meetings; no whistleblower complaints in 2024) .
- Strong shareholder support for Benning across election cycles; tight Say-on-Pay outcomes (97% in 2024) bolster governance credibility .
- Director equity reinforces alignment; director ownership guidelines met, with hedging and pledging prohibited; Benning holds 14,361 shares and no securities are pledged .
- Related-party risk controls formalized; any director/officer loans are ordinary-course/Reg O compliant; aggregate loans to insiders were de minimis (0.01% of equity) .
- Compensation committee uses independent consultant (McLagan) for executive and director programs; committee independently reviews director retainer structure .
-
Potential risks/monitoring items
- Combined Chair/CEO structure places added importance on independent leadership; mitigated by an active Lead Independent Director and executive sessions of independents after each Board meeting .
- Benning’s role at an accounting firm (DunlapSLK) warrants continued monitoring for any related-party engagements; none disclosed and independence affirmed; Audit Committee controls related-party approvals .
- KPMG tenure and fee mix are transparent; committee should continue overseeing non-audit services (none in 2024) to safeguard independence .
-
Red flags observed
- None identified in filings: no pledging/hedging, no director-specific related-party transactions, no attendance failures, no legal proceedings or SEC issues disclosed related to Benning .
Overall: Benning’s long tenure, CPA credentials, and leadership as Audit Chair are positives for board effectiveness and investor confidence. Shareholder support has remained strong, and alignment mechanisms (ownership, RSUs, policy restrictions) appear solid .